Ben Phanten
by NoahPhantom
Summary: Ben Tennyson finds a watch that clamps on his wrist and won't come off. This strange device can turn him into one of 10 amazing ghost heroes! He'll use it to save the day from all sorts of evil, like Danny Phantom, whom he hears has been causing trouble.
1. And Then There Were Ten, Part One

_Two things I'll mention quickly… I'd written a previous story about Danny Phantom, but there's no need to read that one first—nothing in this story will be taken from my other stories. There may be hidden references, of course. Second thing—no slash in this story. No romance, except where canonical or used as a plot device. Just adventure._

_Oh, and I don't own the things I don't own._

_I'll be uploading a chapter of roughly this length every day for the next three days._

_Enjoy! Comment if you have the time, which you obviously do, because you're here. So please comment! ^-^_

_-Cody_

* * *

The clock was ticking at roughly the speed of a cautious slug. In other words, the last day of school was taking forever to end.

There was an antsy ten-year-old boy named Ben in the front of the class, with messy brown hair and green eyes. He drummed his fingers on his desk and waited.

"Come on, come ON," Ben huffed, staring at the clock; it ticked ever so slowly into the last minute.

"And I just want to remind you all that I will be teaching summer school this year, and it's not too late to sign up," said his teacher.

"Yeah, right," Ben chortled, and continued watching the clock.

Finally, after a few millennia, the clock snapped into the beautiful right angle of three o'clock, and the bell rang. Faint cheers drifted over from other classrooms, and Ben stood up so quickly that his chair almost fell over behind him. "Yes!" he shouted. "Outta here!"

"Everyone, have a good vacation. And I hope to see you all again in the fall." His teacher smiled as they walked out the door—but as Ben was stepping out, she said sharply, "Benjamin."

He turned around. "Could I have a word with you before you go?" she asked, and held up a paper airplane he'd thrown minutes earlier.

How'd she know it was him? It was like she had superpowers. His shoulders slumped, and he trudged back into the day that never ended.

* * *

"Normally, we'd take your money AND beat you up," said the school bully, Cash, advancing on a smaller individual. "But since it's the last day of school… we're gonna give you a break." The bespectacled boy had his back against a tree as J.T. and Cash surrounded him, and Cash leaned on the tree with one arm. "Now fork over the cash so we can get out of here!"

Ben paused as he passed, hearing the situation. Despite the way it always ended, Ben turned to the bullies as the kid was reaching for his money. "Leave him alone!" Ben shouted.

"Get lost, shrimp," J.T. growled.

"I said, back off," Ben growled back.

"Oh, looks like we got us a hero," Cash mused, standing up again and smirking at his partner in crime. "Suppose we don't wanna back off?"

They stepped up in front of Ben with curled fists. "Whattaya gonna do about it, Tennyson?" J.T. whispered.

There was a small standoff. Then Ben charged forward fiercely into battle, screaming with the rush of justice.

Several seconds later, he was hanging by his underwear from a tree branch, next to the kid he'd been trying to rescue.

"Thanks a lot," the kid huffed.

"I was just trying to help," Ben mumbled.

"Next time you want to play hero, make sure you can back it up," the kid said disapprovingly, folding his arms and narrowing his eyes.

As he felt his underwear stretching slightly further, his grandfather Max Tennyson pulled up in the Rust Bucket. It was his old R.V., and he loved it like a child; of course, this child had not aged very well…

"Come on, Ben, let's go!" his grandfather shouted through the open passenger's window. "We're burning daylight! I want to make it to the campsite by nightfall!"

"Uh… Grandpa? A little help here?" Ben asked.

After he'd been helped down, Ben clambered into the vehicle excitedly. "I have so been looking forward to this!" he said with a wide grin on his face. As he looked to his right, and saw who was sitting there, the grin vanished instantly. "What're—YOU doing here? _What is she doing here?_"

"Take it easy, dweeb, this wasn't MY idea," said his cousin Gwen, sitting with her head in her hands at a table built into one of the back seats. She brushed back a bit of her bright orange hair to glare more at Ben with her narrowed green eyes. "Someone convinced my mom that going camping for the summer would be a 'good experience' for me."

"Grandpa, please," Ben begged hoarsely. "Tell me you didn't…"

"I thought it would be fun if your cousin came along with us this summer," Max said, smiling for a moment until he noticed the look in Ben's face. "…Is that a problem?"

Ben and Gwen exchanged disgusted looks at each other, and then the Rust Bucket kicked into gear and rolled on its way to the camp.

"I can't believe it," Ben groaned. "I wait _all school year_ to go on this trip, and now the Queen of Cooties is along for the ride!"

"Hey!" Gwen replied indignantly. "I had my own vacation already all planned out, too, you know." She whipped out a piece of paper with shaded rectangles in perfect rows and column. "Each activity is color-coded, so I never do the same thing two days in a row." She held the paper out proudly for Ben to see.

Ben fell slightly short of being impressed. Gwen continued. "Now, I'm stuck with my geekazoid cousin going camping for three months!"

"Geek," Ben muttered.

"Jerk," Gwen muttered back.

They turned their heads in opposite directions, avoiding eye contact, and Max sighed at the wheel. "Something tells me it's going to be a looong summer…"

* * *

The Rust Bucket was parked in a small clearing; Ben and Gwen were sitting at a picnic table. Their hatred for each other was suddenly diverted momentarily as their grandfather placed a bowl of wriggling worm-like creatures on the table, and announced, "Chow time!"

The only sound for a few seconds was the liquidy sound of the insects squirming around. Ben glanced back up. "Okay. I give up. …What _is_ that?"

As if describing a great work of art, Max proudly stated, "_Marinated mealworms!_ Hard to find them fresh in the States. You know, they're considered a delicacy in some countries!"

"And totally gross in others…" Gwen said as a worm fell off the side of the bowl and plopped down onto the table, crawling away.

"If these don't sound good, I've got some smoked sheep's tongue in the fridge," Max said.

"Ugh," Ben groaned. "Couldn't we just have… a burger or something?"

"Nonsense! This summer's going to be an adventure for your taste buds! I'll grab the tongue." Max departed into the Rust Bucket with a grin.

"Okay," Ben said, sliding over to Gwen. An unspoken truce had formed simply by virtue of their common enemy: Grandpa Max's cooking. "I've got a half-eaten bag of corn chips and a candy bar in my backpack. Whatta you got?"

"Some rice cakes and hard candy," Gwen replied, looking uneasy.

"Think we can make 'em last the whole summer…?"

* * *

After what could hardly have been called dinner, Ben sat on one side of the campsite clicking on his handheld video game system while Gwen sat with her laptop; they faced opposite directions.

Max walked over and looked around. "Who wants to roast marshmallows?" he prompted, expecting an excited response… there wasn't even a response to evaluate. His smile flickered. "O-kay… um… How about we tell scary stories?"

"Scarier than having to spend a summer with your freak of a cousin?" Ben muttered, and laughed at his own genius humor.

"I'd like to, Grandpa," Gwen said, "but I'm busy doing a web search on cures for extreme doofusness. …Nothing yet, Ben, but let's not give up hope!"

"Oh, come on, you two," Max said. "We're all in this together. Now, you can mope around like this all summer, or we can have some fun! Whattaya say?"

"I vote for moping," Gwen immediately answered.

"I'm gonna take a walk," Ben said, putting down his game. "Smell ya around, Gwen." He got up and walked away.

Max looked after his grandson, who disappeared into the woods. "I, uh…" he started, "think they're starting to grow on each other…"

* * *

"Aw, MAN," Ben said, his hands in his pockets and his shoulders slumped. "This is gonna be the worst vacation ever. I might as well have gone to summer school!"

It was a total disaster, the whole thing! He expected grilled burgers, and fast food, and junk for his meals—he knew he was going on a nature trip, but he didn't expect to be eating nature fresh out of the woods. And… _her._ That creature who called herself his cousin. How could he be related to someone so butt-faced? And why was he trapped in a tiny little van with her for the majority of the summer? Could this get any worse?

He looked up at the sky for a moment, and then continued trudging along his path. Maybe he'd find something interesting. Like a huge bug he could put into Gwen's next meal. Or a train station to take him somewhere less painful, like the surface of the sun.

A trickling sound ahead alerted him to the fact that he was near a waterfall. He smiled and walked forward—waterfalls had always relaxed him. Sometimes, as a kid, he'd just walked into the bathroom and turned the sink faucet on for a few moments to listen to the water run.

As he sprinted over roots and rocks, he laughed at how wasteful that probably was… running the faucet for no reason. But nothing mattered right now. He loved jumping down the small hill, feeling more alive than ever. The only thing that could ruin this moment was if Gwen was standing next to the waterfall. Wait—no, if she was there, he could push her in. That would make it even better.

There was no such dorky cousin standing in front of the waterfall, but it was a really beautiful sight. He sat down and stared deeply into the running water, losing himself in the wonder of it all…

Wait…

Waterfalls… aren't supposed to glow green, right…?

He stared wide-eyed at the waterfall, which was glowing steadily greener. Was it algae or something? This was really beautiful, but really creepy.

And then suddenly, there was a bright flash of green light; a green orb jettisoned itself out from behind the waterfall and exploded into the ground next to Ben.

He was blown off his feet, and then the ground collapsed under him, and he slid into the ditch, at the bottom of which was a strange metal container, shaped like a curled-up beetle.

"Whoa," Ben said as the shell opened, and a soft green glow appeared. There were sounds like a computerized beeping, and as he stood up to peer inside, he saw a strange-looking watch-like device resting inside it, with a symbol resembling an hourglass on the front which glowed bright green.

"Why is there a watch here?" Ben asked aloud to no one around.

Curiosity immediately got the better of him, and against his better instincts, he smirked and reached with his left hand to pick it up to examine it.

Almost immediately, the watch reacted. It suddenly melted into a blob, and leapt out of the container, sticking itself onto Ben's left wrist. He cried out and almost fell over backwards, slashing his arm back and forth through the air, screaming "Get off me! GET OFF! GET OFF!" He stopped shaking his arm and tugged at the watch with his other hand, to no avail; the watch would not come off. He tugged so hard that he tumbled over onto his back.

He climbed to the top of the ditch and dashed away from the scene, yelling, "GRANDPAAA!"

* * *

Max stared out into the woods where Ben had gone. "Hm… Ben's been gone a while…" He tilted his head. "Well, I guess he can't get into too much trouble out here."

"Unless he wound up bear food," piped up a hopeful voice from behind him.

Max turned around disapprovingly, and Gwen smiled innocently back at him. "Hey, I can _dream,_ can't I?"

* * *

Ben tried to push a stick between the watch and his skin, but it was on tight; all that happened was that he broke the stick and scratched his arm up.

He groaned and fell down on his knees, tossing aside the stick which had failed him. He decided to examine the watch a little closer, and placed his fingers around the ring on top, which had four green buttons around the rim. Suddenly, the ring popped up like a button, and the hourglass shape morphed into a diamond. In the middle appeared the silhouette of a person holding a guitar.

Ben stared at it. "Cool!" he said, his ten-year-old-boy brain forgetting the impending danger of the situation. His eyes widened as he placed a finger down on the button; his heart started racing. What was going to happen?

He slowly pushed the button down back into the device. An intense green flash was released from the device, and then his skin rippled and his body shape contorted and expanded; though he could not see it, his DNA was changing, becoming green and ghostly.

When the flash and the contortions ended, a guitar phased out of nowhere and clattered to the ground in front of him. He looked around, and reached down to pick it up—he abruptly freaked out at the sight of his arms. They were longer, thinner, and way, way paler; light blue, even, on the parts that he could see. Most of his arms were covered by gloves that were longer than any human being could ever find useful. And he had girly hands and fingernails. Why were his hips a little wider? His stomach was a little thinner, too, and was exposed under a very small shirt. He had boots with skulls on them, and the guitar was an exotic light blue and purple design with odd buttons on it.

When he looked into the polished surface of the guitar and saw part of his reflection, two things came to his attention: first, his head was on fire, and secondly, and far more concerning… he was a GIRL.

"AAAAHHH!" he shrieked. "I'M A GIRL! And I'm on fire! BUT I'M A GIRL!"


	2. And Then There Were Ten, Part Two

_Wouldn't you know it. I FINALLY get something virtually done BEFORE the deadline… and then computer troubles stop me from uploading it._

_The next two chapters are already finished, so I will upload those tomorrow and the next day. After that, I'll let you know. Have fun and enjoy!_

_-Cody_

* * *

He looked at his reflection again, ignoring the fact that he appeared to be wearing make-up and his face was light blue. Now he was noticing that his hair seemed to be made out of blue fire; it was actually pretty nifty. He also noticed a symbol on his shirt that resembled the hourglass symbol on the ring on top of the watch.

"Hey… I'm on fire… and I'm okay!" He laughed. "Check it out… I'm totally hot!"

Since there was no one else around to laugh at his joke, he laughed at it for a moment, and then looked over his shoulder at a tree. "Oh yeah. Uh-huh." He was feeling some sort of odd power.

He turned his guitar to a setting that showed a picture of a fist, and then strummed really hard, yelling, "Here goes!"

A blast of purple energy shaped like a fist materialized in the air, shooting towards his target, and blasted a limb right off the tree with a spectacular explosion and a seismic shattering of wood chips. "That's what I'm talkin' about," he said, and then turned around, focusing on the fire that was burning above his head. "Likin' it!" he shouted as the flames grew and pulsed above him. He leaned forward, and blasted flames from his hair into a row of trees, destroying them all.

He gasped. "Wait—Stop!"

The trees were burning up, and the ones next to them were catching fire; the fire was turning red and spreading across the forest at an alarmingly rapid pace.

He jumped into the fire, trying to stomp out part of the source, and the flames only grew. "Oh, man," he cried. "I am gonna get so busted for this!"

* * *

Gwen walked out of the Rust Bucket, having just stowed away her laptop for the night, and she walked out to see where Max was. But her attention was seized instead by a column of smoke rising up in the distance. "What's _that?_" she asked.

"Looks like the start of a forest fire," Max said concernedly. "We better let the ranger station know. Probably some darn fool camper out there, messing around with something he shouldn't."

As he looked towards Gwen, they both dawned on the same thought. "Ben!" he said as Gwen's face turned to shock.

He ran to an emergency box and opened it, pulling out two fire extinguishers. He handed one to Gwen. "Better take this!" They ran through the trees towards the source of the blaze.

* * *

"This would be so cool, if it weren't so… not cool!" he moaned as he continued to attempt to stomp out the flames.

He didn't notice, as he was backing up, that his cousin was right behind him. Gwen walked backwards, too, dousing random flames with her extinguisher. She turned around and blasted him directly in the back of the head; he shouted out and turned around to look.

Gwen stared at the freaky pale demon-looking creature that was in front of her, and shrieked at the top of her lungs. Her breath caught as she noticed the guitar he was holding, and she still looked extremely nervous but now very confused. Her apprehension took over again when she noticed that his hair was on fire.

"Look, I know I look weird, but there's no reason to be scared!" Ben said, but Gwen had already swung the extinguisher around and smashed him across the face. He fell to the ground, dropping his guitar, and Gwen blasted his head with the extinguisher; he coughed and sputtered, "Hey!" as his hair was doused; it sparked back up shortly, and he glared at her.

She was in a fighting stance, with the extinguisher held out threateningly in front of her as a defense. "I don't know what you are," she said, "but you'll stay down there if you know what's good for you!"

He smirked, and brushed his hair at her; a little ember shot out and landed on Gwen's shoe. She gasped as he laughed, and blasted her shoe to put out the fire. Then she held the extinguisher over her head again, and muttered, "I warned you!"

"Don't even think about it, freak!"

Gwen lowered the extinguisher incredulously. "_Ben?_ Is that _you?_" She stared at him. "What happened?"

"Well, when I was walking, I came to this waterfall, but it was glowing green, and suddenly this metal pod blasted out from behind the waterfall and almost mudged me! I took a closer look, and it was this cool watch thing that jumped up onto my wrist, and when I tried to get it off, I suddenly was on fire, only it didn't hurt, when I was accidentally starting this mega forest fire!"

"Gwen! Are you all r—What in blazes?" Max quipped as he rushed into the scene to see Gwen standing next to a female guitarist with flaming hair.

"Hey Grandpa," Gwen said, still in disbelief. "Guess who."

"It's me, Grandpa!" Ben said, waving.

"Ben?" Max gasped, stepping closer. "What happened to you?"

"Well, when I was walking, I came to this waterfall—"

"Um, excuse me?" Gwen interjected. "Major forest fire? Burning out of control? Remember?"

"What do we do?" Ben said, looking around.

Max narrowed his eyes as he scanned the scene. "Backfire," he stated. "Start a new fire, and let it burn into the old fire… They'll snuff each other out! Think you can do it, Ben?"

"Shooting flames, I can definitely do," Ben replied confidently. He turned around, grabbed his guitar, and ran directly through the blaze, to a clearing where the flames had not yet reached. Gwen and Max turned the other way and dashed back to the campsite.

He leaned forward and concentrated on his head; more blue flames blasted out in a beam and struck the trees in the area, setting them on fire, burning in the direction of the first flames. In time, the blaze would die out, but unfortunately, a lot of trees would be destroyed… He felt bad about it, but at least it hadn't gotten too far out of hand. He left and ran towards the campsite.

* * *

"What do you MEAN, it's not there?"

The hologram in front of the menacing figure flickered, as if affected by the anger her master was radiating. The hologram took the form of a woman clad in a teal jumpsuit with red goggles.

"Sensors indicate that a probe was jettisoned from their headquarters, moments before our henchmen infiltrated it, sweetums," said the hologram. "It was blasted into the human world."

"Go!" he shouted; a large robot next to him beeped and responded immediately. It blasted its way across the lab, through the portal that led into the human world from the green dimension in which they currently resided.

* * *

"And you say that this watch… just jumped up and clamped onto your wrist?" Max said as they were gathered around the campfire, listening to Ben explain. Gwen was opening a bag of marshmallows, trying to stay calm and comprehend. She tossed Ben a marshmallow.

"Hey, this time it wasn't my fault!" Ben said as he popped the marshmallow into his mouth. "I swear!"

"I believe you, Ben."

"Think he's going to stay an alien demon guitarist forever?" Gwen piped up.

"He's not an alien," Max said. "He's a ghost!"

There was a short pause. "I-I mean, look at him," Max continued. "The pale skin? The weird energy powers? …What else could he be?"

"I don't want to be a girl forever," Ben pouted. "How am I supposed to play in boy's Little League this fall if I'm neither little nor a boy?"

"Don't worry, Ben. We'll figure this thing out," Max assured him.

But even as he said it, there was a strange noise, like a generator powering down. Ben stood up, and the hourglass symbol on his chest began flashing red.

Then there was a blinding flash of light; when it softened and finally dimmed down to normal, Ben was standing in front of them as his normal self.

He laughed, looking at his arms. "Yes! Boy again!" he shouted.

"Too bad," Gwen lamented. "Maybe if you'd been a girl longer, you'd have learned how to not be gross and annoying."

Ben wasn't paying attention. He was still tugging at the device on his left arm, trying to pull it off. "Still can't get this thing off…"

"Better not fool with it anymore," Max instructed him, "until we know exactly what we're dealing with. I'll go check out that waterfall." He flipped on a flashlight. "You guys stay here until I get back."

* * *

"Hm," Ben said, fiddling with the watch a few minutes later. "I wonder what this does…"

He looked around his back to make sure Gwen wasn't stalking around, but he looked the wrong way. "Caught ya!" Gwen yelled in his ear, and then she started laughing when he jumped back in recoil.

Ben gave a mocking laugh back. "Very funny. Like your face."

"Grandpa said not to mess with that thing," she warned.

"Yeah… so…?" Ben continued poking and prodding and twisting the watch around. "What's your point?"

"Did your parents drop you when you were a baby?"

"Come on," Ben protested. "You can't tell me you aren't a little bit curious what else this thing can do!"

"Not in the least."

Ben tilted his head. "You sure you're related to me?"

* * *

Max approached the waterfall, and a quick glance revealed an unnatural ditch in the ground that perfectly matched Ben's description. He jumped rather nimbly for a man his age, and slid down the side of the ditch to find the pod that Ben had described.

There was no beetle-shaped pod; all that was there were fragments of metal, some charred on the ends. Max picked one up and looked at it; the symbols on the pod were unfamiliar to him.

"I don't like this one little bit," he muttered.

* * *

"Look," Ben said, pointing at the watch dramatically. "If I can figure this thing out… maybe I can help people. I mean, really help them! Not just, you know… make things worse."

"So… what did it feel like, going all ghost like that?" Gwen asked, her curiosity finally getting the better of her; she still managed to voice the question as if she wasn't _really_ interested.

"Hm," Ben said, looking up. "I kinda like that. 'Going Ghost.'"

"Cute," Gwen said, rolling her eyes.

"Oh yeah, your question—the transformation freaked me out at first," Ben admitted, still fiddling with the watch. "It was like I was me. But it was also like I was somebody else." A strange, short, melodic series of beeps followed this sentence, and he looked at the watch with giddiness to see that the center ring had popped up again.

He watched the little screen in the center as it morphed; a little diamond appeared, and inside it was a silhouette of the girl guitarist ghost he'd just transformed into.

"Hey," Ben said. "I think I figured out how I did it!" He started turning the dial, and different silhouettes popped up. "Should I try it again? …Just once?" He continued to turn the dial, and stopped on a random silhouette, which looked like a big bulldog.

"I wouldn't…"

"No duh, YOU wouldn't," Ben taunted, and then smirked and slammed a hand down on the dial.

A swift transformation took place; his body started growing hair, and his teeth elongated and sharpened. He felt so powerful—and then suddenly, he started shrinking. Why was he shrinking? He was half his height and still plummeting towards the ground… What the heck?

When the transformation finished and the flash of light ended, he was a tiny little green puppy with a spiked collar, panting happily with a wagging tail.

"Aw," Gwen said, her heart melting a little bit before she remembered that it was her cousin. "This thing's even scrawnier than you are normally! And what good is this thing, anyway? You're like, ten inches tall!"

Then she smiled and got an idea. She ran into the Rust Bucket and grabbed a rope, then dashed outside. She caught up to Ben and wrapped the rope through his collar and tied it around a tree. She laughed. "Maybe we should keep you like this."

Her smile faded when Ben started glowing with a green aura. He bared his teeth, and suddenly he grew to ten times his size in a fraction of a second; he was suddenly the ferocious bulldog that had been advertised by the watch. He growled at Gwen, who backed away slowly as drool dripped down the side of his mouth.

"Okay, so maybe it's not a total loser," Gwen admitted, hoping Ben wouldn't tie _her_ to a tree.

He ran right up to her and roared, and Gwen held her nose and waved at the air in front of her. "_EW!_ Two words: BREATH MINTS."

Ben turned around and scratched dirt up with his hind legs into Gwen's face, and then dashed off into the woods.

"Ben!" Gwen yelled in her nagging voice. "Get back here! BEN! I'm gonna tell Grandpa that you turned into some freaky dog monster ghost thing and went charging through the forest when he told you not to!" The absurdity of this sentence struck her even before she finished it, and she leaned back and sighed, shaking her head. "This is a majorly weird day."

* * *

Ben charged through the forest, chasing his tail and enjoying his huge stature. This was so cool. Maybe he would never take this watch-thing off…

Suddenly, a ray of translucent purple energy hurtled through the forest and struck him square in the side. He toppled over and crashed into a tree at high speed, then jumped up and snarled. _What the heck?_ he thought, but he couldn't speak it out loud; he was a dog, after all.

A small robot hovered into view. It was shaped a little bit like the stereotypical U.F.O., but with three hinged legs that folded down from its body as it hovered closer. It was a hideous shade of orange with red, glowing eyes that made it almost look alive.

There was beeping and clicking as it analyzed him, and then it fired again. This time, Ben's animal instincts were ready, and he side-jumped out of the way and then charged.

He jumped twenty feet into the air as the robot tried to escape, and he grabbed one of its little legs in his jaws, swung it around, and snapped it into a tree; it promptly exploded. Ben grinned, but whipped around as a second one whirled towards him with its legs spinning like a scythe.

Before he could react, Gwen suddenly leapt out of nowhere with a tree branch and bashed the robot out of the air. Then she slammed it again with the branch and announced, "Stay down!"

Everything was happening so fast, he didn't even have time to comprehend what his cousin had just done. Papa Robot had just appeared through the trees, and he didn't look particularly friendly; he was a giant tripod with the same hideous orange color, and he looked far more solid than the tiny robot minions he had sent. A blast of his arm laser tore through the trees between them like tissue paper and blasted him backwards a hundred feet. Gwen shrieked and darted out of the way.

Ben charged, ready to completely dismantle whatever this thing was. But then that beeping sound started up again. He gulped just as there was a bright flash, and he was a boy again.

"Ben! RUN!" Gwen shouted to him.

Ben decided that running might be an appropriate option in this case. He promptly turned and dashed the other way, but when he looked back, the giant robot was after him, and gaining fast.

_The river!_ Ben thought as he heard the waterfall. It came into view, and he figured it was his only shot right now. He jumped into the water as a laser fired over his head; he plunged into the cold rapids, which carried him away fast.

He stayed under as long as he could without breathing, then came up for a breath; as soon as he did, he saw the robot hovering overhead. It plunged an arm into the water, and he rolled to one side. As it lifted its arm, he grabbed the hinge at its elbow and climbed up its shoulder, and locked his arm around its face.

As the robot flailed and then grasped a tight arm around his shirt, he grabbed the wires in the space where the neck should have been. The robot ripped him off of the shoulder area, but as it did so, the wires Ben were holding were suddenly ripped.

Ben tumbled to a stop, his wet shirt picking up all kinds of dirt and sticks. He looked up at the robot, which was once again advancing on him. With some wires missing, it still seemed to be functioning entirely normally, except for one thing: Two of its legs were dragging behind it, and it was completely off-balance. It adjusted for this by leaning over and crawling on one leg and two arms after him.

Ben yelped and turned to sprint the other way. Then it occurred to him—last time, when he was running, he jumped into the river, but the robot had followed him. Now that he had hindered its movement, it shouldn't be able to follow him as easily. Maybe he could escape through the rapid-flowing river this time—it was flowing much faster than he could run, and the crawling robot was only gaining on him slightly.

He turned around and ran a long arc around the robot; it paused and raised one arm to fire a laser beam at him. He ducked it and kept running, and the robot followed him. Ben charged at the water frantically and leapt in again, letting the water sweep him away quickly. The robot crawled after him, but disappeared behind the trees as Ben came up for air and watched.

He let the current carry him for a good minute or so, and then jumped up when an excellent place to hide popped into view: a large quarry with a bunch of stone caves. He kicked himself to the bank of the river, climbed out, and dashed to cover inside the caves. He ducked into the closest cave, and waited. His watch was still glowing red—he just had to wait to be able to activate it again. Then that robot would learn its lesson for messing with him. The red glow was too bright; he pressed it against his soaking chest and waited.

A good amount of time passed before he heard the robot coming his way. He waited for the footsteps to pass, but they didn't. The robot paused as it passed the stone caves. But how could it have known where he was hiding…?

He was wet and leaving footprints, wasn't he?

A robotic arm shoved its way into the cave. Ben stifled a scream and shuffled to press himself against the back wall. He crawled… and crawled… and crawled… and then tumbled out the back of the cave. He looked around, confused, and then realized that the cave went all the way through. He ducked into a different one as he heard a laser blast through the cave and saw it shoot out the other side.

There was moss on the rocks that concealed where his wet feet had been, so he considered himself slightly safe; that is, until the robot started blasting apart the entire cave formation. He shuffled into the depths of the cave, then slipped and fell, lodging himself in a hole as the cave wall collapsed above him; large rocks crashed down, mostly missing him or scraping him, but definitely trapping him inside.

The robot sifted through the rocks for what seemed like ages, moving slowly across the quarry with its two useless legs dragging behind it. It fired a laser every now and then, and Ben could only wait for it to reveal him…

But suddenly, the light from his watch turned from red to green. Ben grinned and reached over with his right arm. He couldn't see the dial; he just twisted it and hoped that he would get something good.

When he pressed down the dial, there was a bright flash, which he knew would give away his location. Small price to pay. When the flash cleared, he was suddenly a robot himself—or, at least, he felt like he was inside a mechanical suit. He had thick iron boots and thick metal body armor all over, and he had flickering green hair.

He held up a hand. _What can this thing do?_ he wondered.

In response to his thoughts of a laser beam, a small ray gun popped out of his arm and blasted the rocks off of him. The robot was right above him, and he fired it again, blasting off part of its face.

He jumped into the air to avoid a retaliatory blast, and suddenly a jet pack popped out of his back, and he hovered in the air. He whipped his arms around in circles to get steady, and then raised his arm again.

This time, instead of an energy ray, a white net popped out of a slot on his arm and expanded as it flew towards the robot, and wrapped around it.

_That was pointless,_ he thought as the robot raised a hand to unwrap itself from the net.

But then an electric shock coursed through the net, and the robot started malfunctioning, throwing lasers around and twisting and convulsing on the forest floor. Ben smirked, and then raised an arm again; a large glowing blade slid out.

"The glowing blade is new," Ben laughed in a very deep voice. This robot-ghost thing, whatever it was, seemed to know how to get the job done.

He angled his jetpack and blasted towards the robot with his blade, then with one swift move, sliced off its head.

The rest of the robot collapsed and exploded just as Max and Gwen raced into the scene, staring amazedly at the destroyed robot, and the new robot hovering above them.

"Ben?" Gwen asked timidly.

"Yeah, it's me," Ben said. "And I ROCK!" He held up a shard of rock from the quarry.

Max and Gwen's faces both fell with utter disgust at the pun, but they were both secretly glad to know that it was definitely Ben in there.

* * *

As Max and Gwen were packing up their belongings, Gwen looked up and noticed a cloud of smoke on the horizon. "What is that?" she asked; Max looked up and noticed it immediately.

A motorcycle came into view, moving at an incomprehensible speed. It screeched to a stop in front of them, and a pale-faced blond motorcyclist with a long grey jacket jumped off and grinned.

"Ben?" Gwen asked again, glancing over at the motorcycle; there was a big 13 painted on it.

"Yep," Ben answered, flicking his eyebrows above his large green eyes. "Hey, check this out!"

He jumped on his motorcycle, and then revved it up. He zoomed around the campsite, grabbing everything in a matter of seconds. He drove right into the Rust Bucket and placed everything perfectly in order, then drove out without making so much as a mark inside the vehicle.

"That was impressive," Gwen admitted as the watch beeped and he transformed back into his hyperactive boy self. "I'll admit it. That was pretty dexterous."

"I don't know what dexterous means, so I'll take that as a compliment," Ben said.

"It means the same thing as adroit."

"You and your giant words," Ben muttered, rolling his eyes. "It must just come with the giant mouth."

"Hey!"

"So, Ben," Max said as they climbed into the Rust Bucket. "We need to talk. About you using that thing on your wrist so much. At first, I was worried you might get popular with this unknown device. That's why I told you not to fool around with it." He started up the Rust Bucket. "But now, in my opinion, knowing how powerful that watch is… we'd better help you learn how to use it, fast. In case something else like this happens."

Ben pumped a fist of victory. "Awesome!" he yelled. "This is going to be the greatest summer ever!"

* * *

"What do you mean, failure?" screamed the white-haired man in the black suit as he stomped his way into the lab below his mansion.

"I mean that the robot sent on the mission did not achieve its desired purpose, Vlad, my beautiful specimen of manhood," said the woman hologram.

"No—I KNOW the DEFINITION of the word!" Vlad screamed.

"What is your next command, Master Cutie-Face?"

He folded his arms behind his back. "Get me information on the Ghost Zone's greatest law-enforcers and bounty hunters," he said solemnly.

"Sure thing, sugar-pie! See you at dinner!"

Vlad turned and walked out as pictures filled the screen—a white-faced ghost man in a white cowboy hat and a white suit, standing in front of a jail; a young girl in a red jumpsuit on a hoverboard; a robotic ghost with a jetpack.


	3. Question and Lancer, Part One

_THIS IS VERY IMPORTANT TO READ. HELLO, EVERYBODY!_

_In the opening sequence of Ben 10, it shows Ben's first 10 aliens. So, you're supposed to know what all of them roughly look like in the very beginning, but you don't know their names. Because you glimpse of all of them in the series, I'll give you a glimpse, too. Here is a list of Ben's 10 ghost hero forms, listed under what they were called when they were in Danny Phantom, and the alien that they were modeled after from the original Ben 10 series. You'll find out later what Ben has named all of them._

_1. Ghost Dog "Cujo" (corresponds to Wildmutt)_

_2. Behemoth (corresponds to Fourarms)_

_3. Skulker without his suit (corresponds to Gray Matter)_

_4. Johnny 13 and his motorcycle (corresponds to XLR8)_

_5. Technus (corresponds to Upgrade)_

_6. Skulker's suit (corresponds to Diamondhead)_

_7. Ectopus (corresponds to Ripjaws)_

_8. Youngblood's Skeleton Parrot (corresponds to Stinkfly)_

_9. Johnny 13's Shadow (corresponds to Ghostfreak)_

_10. Ember McLain (corresponds to Heatblast)_

_If you need a memory jog, just google-search their images!_

_Some of them didn't fit EXACTLY… like Stinkfly, or Ripjaws, but I tried my best and I'm proud of most of them. Another note: In Danny Phantom, ghosts could all fly, and all shoot laser beams, and all turn invisible and intangible. However, Ben's ghost forms can only use their specialized powers. Cujo can turn from a wee little dog into a giant dog, and aside from heightened senses as a dog, that's it; he can't turn intangible or fly. Behemoth is super-strong. No-suit Skulker is highly intelligent and great with mechanics like Gray Matter. Johnny 13 has his motorcycle that's so fast it's nearly invisible, like XLR8. Technus can control machinery like Upgrade. Skulker's mechanical suit is equipped with all sorts of weapons, and he can fly with his jetpack. The Ectopus is most effective in water. The skeleton parrot can fly like Stinkfly and can shape-shift into different animals. Johnny 13's shadow has the normal ghost powers, because he corresponds to Ghostfreak—flight, invisibility, and intangibility; but he is not effective in the light. And Ember has flames on her hair that she can shoot; she also has her guitar._

_So, I tried my best. If you think of a ghost that fits a certain hero better, please, PM me! If I think I can work it in, I will definitely do so, and I will credit you immediately. I want the best possible work. That being said, I already have ghosts that correspond to the aliens that Ben obtains in the future. Some of them are very obvious fits, anyway, like Wildvine. That one's easy. So are Benwolf and Benmummy._

_If you think of someone corresponding to these, you may also let me know: Cannonbolt, Benvicktor, Upchuck, Eye Guy._

_Thank you for taking the time to read this message. I won't do this to you often :) Please enjoy!_

_-Cody_

* * *

Ben flicked off the TV. "Did you hear that?" he announced. "That Inviso-Bill kid they've been talking about in Amity Park? He just had the mayor hostage a little while ago!"

"I know you've been practicing with that watch, Ben," Max said. "But it could still be very dangerous for you to confront a ghost straight-up like that. Especially this one. Sounds like he's got no morals, and no restraints. It's not like he'd go easy on you."

"But I've got superpowers!" Ben said. "Come on! I want a real fight! Both the robberies I stopped… that guy I saved back in Springfield… saving the people from that burning building… It's all been so _easy._ It's not even fun."

"Good health is one of the things I will often choose over fun," Max responded. "If we lived the opposite way, very few people would be eating vegetables."

"Um, exactly?"

"You'll understand when you're older," Max said.

"You'll understand when you've got superpowers," Ben said, tapping his watch.

Max sighed. "Let's not argue about this. We want to have fun. So we're headed to Washington D.C. now, right?"

"No! Let's go to Amity Park!" Ben said, hopping up and down behind Max.

"What? No!" Max said. "We're going to continue our summer trip. We're not picking a fight with some super-powered ghost kid."

"So it's dangerous to pick fights with super-powered ghost kids?" Ben asked, tapping on his watch again.

"I said, we're not picking this fight," Max said.

"No, _we're_ not, _I_ am!" Ben yelled, thrusting his arm in front of Max, who shouted and shoved it aside while adjusting the wheel to stay on the road. "_I'm_ the one with the watch! I should be making the calls on when we do and do not help innocent civilians—which for me, will ALWAYS be a DO!"

"The police can handle this," Max said. "Or the—someone will. But not you. You don't know everything you're doing yet!"

"Fine!" Ben said, running to the door. "I'll go there myself! I can get there in ten minutes!" He popped up the dial on the watch. "See ya in a day or two—or you'll see me on the news, kicking the ectoplasm out of that—"

He stopped as the Rust Bucket veered sharply off the road and braked hard, halting on the grass as Max jumped out of his seatbelt in a swift and fluid motion, standing at his full height with an angry stare at his grandson.

"I said, it's a _no_," he said firmly. "You are NOT to head to Amity Park. I will not allow you to pull such a reckless move. Something is after you—the robot is evidence of that. Why would you put yourself in what may be the most visible place in the world right now? And another thing—you haven't seen this Inviso-Bill fight. You don't know how dangerous he is—or what he'd do to you if he won. I'd be willing to bet that, being a ghost, he's probably even less friendly than that robot."

Ben folded his arms, but he could see that his grandfather had a point. "Fine," he admitted. "I'll stick to burning buildings."

Max and Gwen raised an eyebrow.

"I mean, the ones that are already burning," Ben corrected. "Not like, burning the buildings. Burning buildings as in, buildings that have started burning on their own and probably won't stop."

"Okay."

Max turned, but looked over his shoulder at his grandson again; then he strapped himself back in and started the Rust Bucket.

* * *

"I need a new book to read," Max said, pulling up at a convenience store. "And I'll let you kids get whatever you want from the store as long as it totals under five dollars each for you guys."

"Can do," Ben said. Then his eyes lit up as he espied a sign on the window of the shop. "Hey! They sell the cereal here!"

"The cereal," Gwen repeated. "How descriptive."

"The cereal with the Sumo Slammer cards inside!" Ben called triumphantly. "I'm going in!"

He rushed into the store, and Gwen and Max followed shortly behind.

Gwen sifted through some pretty-looking jeweled bracelets, but dropped them all in shock when she heard the mechanical sound and saw the green flash of the watch being activated. She gasped and turned around, then rushed to the end of the aisle and looked down the other end to find a very tiny green creature ripping apart boxes of cereal.

An employee looked down the aisle from the other end, screamed when he saw Ben, and ran the other way, screaming for the manager.

Gwen let out an exasperated "Ugh!" and threw her hands at the sky. She ran and grabbed Ben around the waist. "What do you think you're doing?"

"Uh, looking for the Gold Sumo Slammer card, _duh,_" he responded. "Should be in at least _one_ of these boxes… I know they don't have a ton of boxes here, it's just a convenience store, but let me go and I can search the rest…"

"Are you insane?" Gwen said. "Someone has to pay for all this! Look at the damage you did!"

"That's the weird frog-thing I saw!" said a shaky voice behind Gwen. She turned to look at the manager and the pale-faced squeamish employee, who screamed again at the sight of Ben and then took off.

The manager stared for a moment at the creature in Gwen's hand, and then she threw it over a shelf and yelled, "Uh, get away from these cereal boxes, um, you weird frog-thing!"

Ben landed on the other side of the wall, and dashed into a shelf to hide as the manager looked down the aisle. He squeezed on through to the next aisle and then into a crevice in between cleaning equipment, and waited for the watch to wear off.

Minutes passed, and then he heard a shout from behind the next shelf.

"Give me all of your books!"

He peered through the shelves to see a pudgy, bald man pointing a strange-looking gun-like machine at the cashier, who had his hands in the air.

"Th-The books are down that way, to the left," said the nervous cashier, pointing.

"Then give them to me!"

"Do you—want me to go get them…?"

"No! You move, I fire!"

"Then you have to go get them, sir… they're over there."

"I'm not falling for your tricks," said the bald man. "You'll ambush me if I turn around!"

"Then if I can't get you the books, and you can't get them, I don't know why you're still yelling at me," the cashier said meekly.

"You're making fun of me!" screamed the man. "Do you know who I am?"

The cashier shook his head.

"I'm Dr. Lancer!" the man shouted. "I should have gotten the Nobel Peace Prize for my work!" He waved his gun-like contraption around. "It's got the power to bring together countries… nations… worlds!" He stroked the barrel. "I need these books so that I may study their authors and calibrate my machine to produce the most moving literary works the world has ever seen! People will read my books and turn to peace and love! So give me my books or I'll smash your head in!"

Dr. Lancer hadn't noticed the tiny Ben crawl up to his leg. Ben grabbed the pant leg and started crawling his way up towards the machine that Lancer was holding; he shrieked when he noticed the creature on him, and whacked it off. Ben flew through a hole in the shelves.

"You've got attack frogs?" Lancer shouted. "You'll pay for that trick!" His machine whirred and buzzed as it loaded itself.

"What are you even saying?" shouted the cashier, glancing from side to side to see if help was coming.

A bright flash of light burst from the end of Lancer's weapon, and struck the cashier right in the chest. His eyes rolled up momentarily, and he collapsed behind the register. Then he shook his head, rubbed it with his hand, and stood up again. He looked at his arms and felt his chest, and stared back at Lancer, confused. And then he spoke:

"_Oh devious villain, bald and pudgy one,_

_What has thy foul mechanism done?_"

Ben watched behind the shelf and raised an eyebrow. What the heck was the rhyming for?

"This is my Shake Spear!" Lancer announced, holding it up. "You are now irreversibly forced to speak in rhymed iambic pentameter, the verse most commonly associated with one William Shakespeare!"

The cashier looked up at the sky and raised an arm in a most clichéd and overdramatic fashion.

"_Wherefore have I incurred this glum event?_

_I muse at where my cultured accent went._"

"It works most beauteously!" Lancer exclaimed, and jumped with glee. He turned to the bookshelves and whipped out a bag, then stomped over to them and started shoveling the books in.

At that moment, Ben's watch started beeping; he burst back into his human form in a wave of green light, and then charged at the strange character who was robbing the convenience store in plain daylight.

He grabbed a broom from the aisle he left, and whapped it hard against the man's face. Lancer keeled over into the book shelf, knocking many of the books over.

"Foolish boy!" he yelled, leaping up. "What is your motive for silencing my art?"

"Robbing a convenience store isn't exactly what I'd call art," Ben said.

"You are a ten-year-old child!" Lancer screamed, spittle flying from his mouth. "How could you understand the philosophers Bentham and Mill and the utilitarian ends-based principles of ethics? The world will forgive me for this, when the revelation occurs of the work that I've done! And that is worth _murdering_ for! I've been considering myself lucky that so far, all that's been necessary is a little small-time crime!"

"You lost me at murdering," Ben said, and ran forward with his broom again.

Lancer aimed his weapon, but Ben dodged the light blast and smacked Lancer again with the broom. Lancer picked up the gun again, but Ben knocked it away and went to swing again.

Lancer grabbed the broom and wrenched it from Ben's grip, sending the boy tumbling to the ground. Lancer raised the broom as if to strike at Ben's face—but as Ben prepared for an impact, Lancer used it for a long-distance retrieval of his own weapon.

Ben got up to run, but Lancer prepared faster than he thought, and Ben was struck in the back by a blast as he was about to round a corner.

"You cannot stop me!" Lancer announced, sweeping a few books into his pack with the broom. "I hope you enjoy your new tongue. You're a poet and you didn't even know it!" He cackled and raced out.

Ben rubbed his hand through his hair as he sat up; Gwen and Max rushed to his side. "Ben! Are you all right?" Gwen demanded.

Ben nodded and spoke.

"_I feel no pain; my thoughts though tend to fear_

_That there is worse than body damage here._"

His hand clamped over his mouth, and his eyes widened as Max and Gwen exchanged a glance.


	4. Question and Lancer, Part Two

Ben moaned and slammed his hands against the side of his head, pulling his hair.

"_This wrathful__ torture! Can it be reversed?_

_I swoon to think of how I shall converse!_"

"Calm down, Hamlet," Gwen said. "You need to take a few breaths and relax. We'll find this crazy guy and make him fix it."

"_And if that hollow heart doth hide the cure,_

_His tragic poet's death is premature!_"

"What you said," Gwen muttered, trying not to giggle.

"_Then let's not stand around, my merry gents!_

_We must embark to render recompense!_"

Ben leapt up and charged towards the Rust Bucket. Gwen chuckled and walked out after him, and Max followed with a strange little grin on his face.

* * *

The Rust Bucket rattled forward, as Gwen typed avidly on her laptop, Max looked around for disturbances in the town, and Ben paced the floor.

"Sit down before we hit a bump and you go flying," Gwen suggested.

"_I'm set to strike ad hoc upon our foes._

_That preternatural apparatus goes._"

"This may be the first time you've ever used words that I don't know," Gwen said, impressed. She turned the laptop around to face him. "Here—I searched for information on Dr. Lancer and I came up with some interesting things."

Ben scanned the screen, trying not to say anything for fear of talking in prose. He scrolled through a few articles that Gwen brought up, but one got his attention. He scanned it for a while.

"_It seems the place I tried to pass us by_

_May be where Lancer and his Shake Spear lie!_"

Gwen craned her head around the screen and nodded when she saw. It was a newspaper article on how a man named Dr. Lancer had done three days of prison time. He had apparently freaked out when he was not invited to a ceremony at the Library of Congress.

"_Grandfather, we would seem to have a lead._

_These records from the law enforcement read_

_that Dr. Lancer is chagrined about_

_a ceremony which has left him out—_"

Gwen cut him off by hitting him in the chin. "Um, maybe I should explain it… takes less time."

Ben nodded with an annoyed look, and Gwen turned to Max.

"Apparently, Dr. Lancer was miffed about this ceremony that he wasn't invited to," Gwen said. "A handful of esteemed authors are going to be at the Library of Congress tonight. We're only a few hours away from there anyway. This article, and the stunt he pulled today, make me think that he's probably preparing for a big entry when he crashes the party there tomorrow."

"Good job, Gwen," Max said. "It's our best lead right now."

The Rust Bucket zoomed off towards their destination.

* * *

"_When will this tattered transport even start?_

_I'd travel faster in a horse-drawn cart!_"

"Stop complaining, Ben, I'm going as fast as I dare to go," Max said. "It's not like I'm going to risk getting stopped by the police when we're two minutes away and we have ten minutes to get there."

"_Your caution and concern may cut the costs, _

_but only if his trail is never lost!_"

"I enjoy hearing Ben talk," Gwen says. "It's like he's trying as hard as he can to avoid the rhythm and rhyme, but he just can't avoid it."

"_If you keep bringing up this vile affair,_

_you'd best enjoy your head while it's still there!"_

"Don't threaten your cousin, Ben," Max said. "Look; we're almost there."

"Let's go," Gwen said, and unbuckled her seatbelt.

"_It's time to set things right, so grab hold, all;_

_we'll blow right by the guards and through the wall!_"

Ben slammed a hand down on the watch; a surge of power swept through him from the wrist, turning his skin black and stretching him into a shadow-like shape. This was currently one of his most useful forms—a true, freaky ghost, who could phase through walls and fly and turn invisible. It was black and formless, so he called it Shadow.

He placed a hand on Gwen's shoulder and picked her up, turning her invisible and intangible, then grabbed Max and phased them both through the wall into the Library of Congress.

He let them go in a sizable crowd so they wouldn't be noticed, and then flew up, looking for Dr. Lancer. He stared around the room, then phased through a few floors up and down, looking.

There was a special room on the first floor that he stumbled into, with several very well-dressed individuals sitting in fashionable chairs in front of a man at a podium; this must be the place where the ceremony was being held. He was about to phase out to find Max and Gwen when the door was kicked down, and Lancer burst in with the same Shake Spear he had flaunted in the convenience store.

All of the people in the room stood up and gasped. "Yes, it's me," Lancer said, walking forward.

Ben smirked at the perfectly timed arrival.

"You thought you could just not invite the greatest mechanical genius that the literary world has ever seen?" Lancer roared. "My work will do far more than any novel has done in history, and you forget about me?"

The man at the podium whipped out a cell phone. "Doctor, this gala was intended for those in the literary world whose works have moved the minds of millions," he said. "You have written nothing; you claim yourself a part of literary history despite this. You are mentally disturbed, Doctor. I am calling the police if you do not step out immediately."

"Oh, really?" Dr. Lancer announced. "Try calling the police when you can only speak like Lewis Carroll at his worst!"

The man at the podium had time to give a questioning "What?" before a blast of light rippled across the room from Lancer's device and struck him in the face.

He ducked down and dialed on his cell phone, and the police picked up. Ben drew closer.

"_Hello? This croozy looge did moble in and surptly shasted shardly in my trest!_"

The people in the room gasped as Lancer held up the machine triumphantly. "This is my Shake Spear!" he laughed. "Capable of transforming anyone's way of speech into that of another, so long as I program it in first!"

A woman in the back pointed. "But if it fires like a gun, then it's not a spear."

"Shut up!" Lancer shouted. "It used to be a spear!"

He turned a dial and fired at the woman who had spoken; she tumbled over her chair and screamed, "_This is the most amazing of times, this is the most frightening of times!_"

Ben had seen enough. As Max and Gwen appeared at the door, having heard the commotion, Ben suddenly appeared in the sky and tackled Lancer to the ground.

Lancer shrieked and aimed his gun at Ben again, but Ben growled and fired a red-hot laser from his eyes which blasted Lancer over backwards, and he lost his grip on the gun.

Ben caught the gun before it hit the ground—he didn't want it to break, in case Lancer needed it to fix him. But Lancer suddenly darted forward and grabbed the gun again, aiming it with a shaky hand as he stared at the shade before him.

"A g-g-ghost?" Lancer stammered. "W-What are you? You are a ghost? A spirit?" He glared and turned the dial again. "A ghost sounds like some Shakespeare to me!" He blasted again before Ben could close in, and the blast hit Ben in the chest in the same spot—suddenly, he felt a constriction in his chest loosen and relax.

"Hey, thanks," Ben said. "I think that undid itself!"

He phased through the floor as Lancer stared in confusion, and then blasted back into the room directly under Lancer. He phased Lancer through the ceiling, through every floor and through the ceiling, and then pinned him to the floor of the roof.

"You're going to explain to the police what happened, aren't you," Ben said, growling into Lancer's face as the man quivered and shook. "You're going to explain to them how to reverse the effects of your little play-toy, and you're not going to try it again."

"P-Please, spirit," Lancer stuttered. "I just wanted to share with the world a way of making different people understand each other."

"Then you're going to stop doing it in a way that comes off as threatening," Ben said. "_Do we understand each other?_"

Lancer nodded, and Ben phased back through the floor. He reached the celebration room, still invisible, but the watch began to beep. He flew just outside the door as it changed him back into Ben, and he ran in to find Max and Gwen giving him a silent thumbs-up and wink.

* * *

"I have to admit, Ben," Max said. "I'm pretty impressed with the way you handled that. You didn't beat the tar out of him—you handled it very maturely. Not to mention you've got great control over your powers now."

Ben smiled. "Thanks, Grandpa."

"Which is why I've been thinking," he continued. "We're pretty far from Amity Park. I think, if we started driving there now and if you got enough practice on the way, you could fight this Danny Phantom character. He doesn't look so tough when I compare him to how far you've come already."

"Really?" Ben shouted in excitement.

"Yep," Max said. "Amity Park, here we come. You'll get your showdown, Ben." He winked, and they drove off into the distance.

Max kept one part of decision silent—that if Ben was having trouble, he would have some back-up. Max had, after all, hunted so many ghosts in his lifetime that he could hardly remember if the number was in the hundreds or the thousands.

But he also did truly believe that, in the short week since the incident, Ben had already become so proficient with that device… He was ready to take on a real ghost. A teen ghost didn't seem so tough.

But one unknown factor did still worry him. What was that device attached to Ben's wrist…?

* * *

_Spoiler: It's the Omnitrix._

_Anyway, now that I've gotten my first four chapters uploaded, I will tell you my new schedule: Every week following this one, I will upload a Part One every Friday night/Saturday morning and a Part Two every Saturday night/Sunday morning. Also, I know that there hasn't been much tense action yet… That goes for this episode, too. The fights have been pretty simple. That'll all change, next episode._

_Hope that you all enjoyed, and will continue to enjoy!_

_-Cody_


	5. Bounty Hunters, Part One

"I want a small task force to retrieve a stolen device," Vlad explained, pacing the floor in front of the three individuals who watched him closely. "I know not all of you would get along normally—you being a Ghost Hunter, Valerie, and the other two being ghosts… you being a law-enforcer, Walker, and you working outside the law, Skulker—but I expect no dissension on the part of anyone on this mission, and I promise all of you will receive something that you want."

He gestured to the side of the room. There were three strange-looking weapons in the corner, lying on a table.

"The newest in law-enforcement technology," Vlad explained, holding up one gun-shaped object. "If you strike a ghost with this ray, it will automatically sheath them in handcuffs."

"I usually have a problem with working under the table," Walker said, "but I don't have a problem with this."

"And for you, Skulker…" Vlad held up a small, thin device that looked like if could be strapped to the arm. "This might make your hunting somewhat easier." He fired it at his desk, and his desk was immediately engulfed in a solid blue cube of rippling energy.

"As useful as that is, I believe I have other weapons that serve the same purpose," Skulker stated. "What else do you have?"

"I have more to explain on this," Vlad said, holding it up again. "It doesn't just trap the ghost. I won't do this on my poor desk, but it can also deliver a nasty shock which shorts out a ghost's powers for a good ten minutes."

"I'll take the offer," Skulker said, grinning.

"And for you, Valerie, my dear," Vlad said, holding up the last weapon. "This one is a little different from the ones I've presented to you before."

"How so?" an intrigued Valerie asked with her hands on her hips.

Vlad handed it to her. "It shoots like any normal ray gun, but I invite you to hold down the second trigger closer to the barrel."

Valerie pulled the other trigger, and grinned as she turned intangible. "This could prove to be quite useful," she said. "All right, I'm in. What's the job?"

Ten pictures filled the screen behind Vlad's desk. "The ghost I'm after is a shape-shifter. He can take any one of these forms… or this form." A picture of a young human boy popped up on the screen next to the ten ghosts.

"A little kid?" Valerie asked.

"That's his most tricky ruse," Vlad explained. "He'll pretend to be a little kid to make you feel sorry for him, and he'll try that one for a while. Don't fall for it."

"You got it, Mr. Masters," Valerie said. "I'm on the job." She turned and clacked her heels together; a hoverboard extended under her feet and her red jumpsuit covered her. She held the trigger on her new weapon and phased through the wall as the other bounty hunters followed her.

* * *

The sound of explosions carried across the valley as Ben trained on the makeshift arena that he, Gwen, and Max had put together.

In his robotic suit transformation, which he had named Metalhead, Ben shot missiles and rockets at dozens of targets, smashing them all at once, and zooming through a maze of giant logs on his jetpack.

"You're looking better every day with that watch, Ben," Max called to him. "I dare say that Inviso-Bill is going down quick."

"Anybody who fights me is going down quick!" Ben roared in a deep voice.

This caused Max to hesitate in throwing the targets for Ben's practice, and Ben frowned. "Throw a Frisbee so I can blow it up!" he yelled.

"Wait just a moment, Ben," Max said. "I want to go back to what you said before that."

"About taking on anybody?" Ben pounded a fist into his other hand. "Bring 'em on! I'll take 'em on all at once!"

"No, Ben," Max said. "I know you don't realize it… but there's some pretty scary stuff out there. Like that robot you encountered when you first got the watch."

"I scrapped that robot!" Ben complained. "Come on, let's finish the training before the watch wears off!"

Max obliged and tossed the Frisbee, but it was too late—before Ben could fire anything, the watch flashed red and he transformed back into normal Ben.

"Aw!" he griped. "Grandpa!"

"Come here," Max said. "You need to understand something before you get all overconfident like that. I was hoping you'd have understood it before, but…"

"Understand what?" Ben said. "All I need to understand are which ghost does what, and which button fires which laser!"

"No," Max said; how should he word this so that an arrogant 10-year-old boy with superpowers would understand?

"Then what?"

"Why do you think that robot went after you?" Max asked.

Ben paused. "Because it wanted the watch," Ben said. "That's obvious. But I took it to the dump heap in—"

"Wait up, there. That's probably not the whole deal. Don't you think someone must have sent the robot? I mean, from what we've seen, that watch attaches to a living being. It wouldn't do much good for a robot."

"So there'll be more robots," Ben said. "So I'll kick more robot butt."

"Maybe not more robots," Max said. "The question I should have asked before was, there's gotta be someone behind that robot. Why do you think he sent the robot instead of going after you himself?"

"Because he's scared?" Ben laughed.

"No," Max said. "Because he's lazy."

Ben raised an eyebrow. "Huh?"

"It's probably out of sheer laziness that he sent the robot," Max said. "He obviously thought the robot would be able to get the better of you, or he wouldn't have sent it. Either that or it was to test you. Whichever plan he had, he probably won't underestimate you after that… and he probably will come after you himself, or send something worse than that robot to finish the job."

"What could be worse than a giant laser-shooting robot?" Ben laughed, shaking his head at the ridiculousness of this conversation.

"A giant laser-shooting PERSON, who doesn't go down when you scratch at his neck like a distressed kitten," Max answered, glaring.

Gwen giggled, and Ben frowned. "Why ya gotta be such a downer, Grandpa? I've got superpowers! I can handle this!"

"My point is, whoever is after you might not want just _one_ superpower," Max responded. "He may want _another_. If there's one superpower device out there, then there could be more. And he might just be collecting them. You may have to deal with ten guys wearing your watch for all you know!"

Ben sighed. "Well then, what am I going to do about it besides train and get field experience in something like taking down Inviso-Bill?"

"You also have to know when to run," Max said calmly.

Ben jumped up and balled his hands into fists. "I know when to run!" he shouted. "When I wet my pants and shriek like a little girl and decide that I'm a full-blown coward who doesn't deserve to have superpowers because he's such a pansy! THAT'S when I run! I run at the moment I choose to throw out my dignity!"

"That's not true, Benjamin!" Max yelled. "Knowing when to stand down has nothing to do with dignity or courage. It has to do with intelligence—knowing your boundaries and understanding when something is too big for you!"

"Nothing's too big for me!" Ben yelled.

"This is exactly what I'm trying to punch out of you!" Max shouted. "You need to understand that one day, you're going to be in over your head, and the choice is to run or lose. The consequences of not running are going to be a lot more than 'feeling like a pansy.' Would you rather feel like a pansy or be pushing daisies?"

"What does shoving a flower have to do with anything?" Ben asked, confused.

"It's… never mind," Max said. "All right, Ben. Maybe I'll explain it this way." He lunged forward and put his grandson in a lightning-fast headlock.

"Whoa! What the!" Ben struggled and tried to wrench the arms off of him; Max had too strong a grip.

"How about now?" Max explained. "You're powerless until your watch charges back up. And it only lasts for about ten minutes, doesn't it? Don't you think there'll be _someone_ out there that it'll take more than just _ten minutes_ to beat?"

Ben squirmed for a moment and then sighed and gave in. "Yes."

"Good," Max said. "Then we understand each other. You'll run if you need to."

"I'll run if I need to."

A laser blast exploded under their feet, sending Max and Ben flying in different directions, and three forms appeared in the sky, hurtling towards them.

"Ben," Max whispered. "Run."


End file.
